Message from the Chairman

Year 2019 was the year that the property development industry had been affected by Home Loan Control Measures (LTV) in accordance with the Bank of Thailand new mortgage supervision regulations and external factors concerning trade wars between the United States and the People Republic of China which was still not resolved causing a negative impact on the property development business. Property developers had adjusted the strategy by focusing on selling existing projects and releasing products which was ready to move in. New projects were launched less compared to 2018 and new condominium projects was reduced and increased the proportion of housing projects.

As the group of companies, we focused on selling and distributing products which were ready to move in. In the year 2019, the Group had approximately 4,900 million baht from units which were ready to move in that was at 72% of the revenue from real estate in 2019 (including joint venture projects). In addition, the Group also launched three housing projects to increase product variety which were Mavista Prestige Village Krungthep Kreetha, Malton Private Residences Ari and Malton Private Residences Sukhumvit 31 that were received satisfactory feedback. As the performance in the year 2019, the company could maintain income and satisfactory performance from the sale of projects which were ready to move in and recognized revenue from completed projects in 2019, consisting of 2 projects, Maestro 19 Ratchada 19-Vipha and Marvest Hua Hin.

In the year 2020, the company will continue to focus on selling projects which are ready to move in and expected to invest in new projects in order to maintain stability of revenue. However, when investing in new projects, the company still has a policy to carefully invest in projects which has the highest sales potential. Including considered the quality of the project that are in terms of location and products by adjusting the type of product for conform the needs of customers and economic conditions.

On behalf of the Board of Directors, management and all employees of Major Development Public Company Limited and its subsidiaries, I would like to thank all of you who help to promote and support the company and hope to get the well support from all of you as before. The company will continue to deliver the best product to customers, maintain standard and continuously improve product performance in order to maintain the leadership position in the high-end housing market.

Mr. Chumroen Poolvoralaks
Chairman of the Board of Directors and Chairman of the Executives Committee
Major Development Public Company Limited

Corporate Governance

• 1. Corporate Governance Policy

  • Corporate Presentation

    • The Board of Directors would ensure fair and equality in the treatment, benefits protection and disclosure of information to the shareholders and other relevant persons.
    • The Board of Directors would supervise the management of the Company in line with the sustainable growth management policy under the good governance criteria for the greatest benefits to the shareholders.
    • The Board of Directors would consider the rights of all groups and oversee that there would be no conflict of interests.
    • The Board of Directors would supervise that the risk management system and internal control system were sufficient and appropriate.
    • The Board of Directors would ensure the transparency in the operation that could be audited and in the disclosure of accurate information to relevant persons at the appropriate time.
    • The Company had established the business ethics for the Directors and employees to follow.

• 2. Shareholders: Rights and Equality

  • The Board of Directors was aware of the rights and equality of the shareholders in receiving the same accurate information at the appropriate time. It also had the policy to provide the shareholders with the same convenience at the shareholders’ meeting. The Company would dispatch the shareholders’ meeting invitation letter together with meeting agenda and all relevant documents to the shareholders at least 7 days in advance. The Board of Directors would provide their comments in each agenda for the shareholders’ consideration. In the case a shareholder could not attend the meeting, that person could assign a proxy to a representative to attend and vote. The minutes of the meeting should be recorded accurately for the shareholders to check.

• 3. Rights of Other Related Persons

  • The Company was aware of the importance and rights of other related groups both inside and outside the Company, such as employees, executives, subsidiary companies, trading partners/creditors/debtors, competitors, government and related agencies and society as a whole. The Company therefore had a policy to create confidence that these rights would be observed and protected. The Company was aware of the support from all these groups, which helped to increase the competitiveness and profit of the Company that would contribute to the long-term success of the Company.

• 4. Shareholders Meeting

  • The Company had a policy to provide convenience to the shareholders and had set sufficient time for the meeting. The Company provided equal opportunities for the shareholders in voicing their opinions and raised questions in the meeting. The Directors and the Executives attending the meeting would provide answers to these questions, which would be recorded in the minutes of the meeting for the shareholders to check.

• 5. Leadership and Vision

  • Internal Control and Internal Audit Systems

    The Company hired an external company to set up an effective internal control system for both management and operational levels by establishing clearly written roles of the management and operational personnel. There was a supervision system to maximise the utilisation of the Company’s assets. The roles of the operational personnel and the internal control personnel had been clearly separated so there was an appropriate check-and-balance system. The Internal Control and Audit Department had also established a 3-year (2007-2009) internal audit plan to use as a guide in evaluating the internal control system.

• 6. Conflict of Interest

  • In order to avoid the conflict of interest, the Board of Directors had established written policies and approval procedures for related transactions, which might lead to a conflict of interest. These included policies and procedures to ensure that the management and relevant persons could not use internal information for personal gain as follows:

    • Transactions that might have conflict of interest: The Board of Directors was aware of the conflict of interest and related transactions and had carefully considered each of them in accordance with the regulations of the Stock Exchange of Thailand. The Board of Directors considered prices and conditions on an Arm’s Length Basis and would disclose the details, value, contract partner, reasons/necessities in the Annual Report and 56-1 form.
    • Oversaw the use of internal information
    • The Board of Directors would consider the rights of all groups and oversee that there would be no conflict of interests.
    • The Board of Directors would supervise that the risk management system and internal control system were sufficient and appropriate.

• 7. Business Ethics

  • The Company had established business ethics for the Board of Directors, the Executives and the employees to use as guidelines in performing their duties with honesty and fairness. These included business objectives, responsibilities, business ethics, legal requirements, competitions and disclosing information. The Company had informed the employees at all level of these guidelines to follow and practice. The Company also practiced these guidelines regularly and established necessary disciplinary measures.

• 8. Check-and-Balance of Non-executive Director

  • At present, the Board of Directors comprised of 9 persons with varied experiences. There were 6 executive directors and 3 non-executive directors, which accounted for 33.33%. In case any of the Directors had something to loose or gain on certain issue, that Director would not attend the meeting and had no voting right on that issue. In the cases of approving certain transactions, such as cash advance or entertainment, the Company had established approval authorization criteria at each level, which had been submitted to the Board of Directors for approval. In the consideration of these issues, the Company considered all executive directors to have something to loose or gain so they would not participate and had no rights in the voting process.

• 9. Combination or Separation of Position

  • The Company had established and clearly separated the power of the Board of Directors and the Executives at each level by having a structured division of decision making level and power so that the management of the Company could be conducted in an effective and transparent manner.

• 10. Remuneration of Directors and Executives

  • Remuneration of the Directors
    The Company set a remuneration policy for the Directors that were appropriate when compared to other similar businesses, linking it with the Company’s performance and the performance of the Directors. The remuneration policy must be considered and approved at the meetings of the Board of Directors and the shareholders.

    Remuneration of the Executives
    The Company sets a remuneration policy for the Directors that was according to the guidelines set by the Board of Directors and linked it with the Company’s performance and the performance of the Directors. In the Annual Report, the Board of Directors would disclose the remuneration policy and value in accordance with the notification of the Securities and Exchange Commission.

• 11. The Meeting of the Board of Directors

  • According to the Company’s regulations, the Board of Directors must hold at least 3 meetings per month and any special meetings as necessary. The meeting notice must be sent to the Directors at least 7 days in advance of the meeting date, unless in case of emergency, to maintain the rights and benefits of the Company. Each meeting should have clear meeting agenda together with relevant documents. In the meeting to consider and agree on important matters, all the Directors must be present. The Chairman of the Board of Directors would process the comments and summarize the findings of the meeting. Written minutes of the meeting would be prepared after the meeting. After having been endorsed by the Board of Directors, it would then be kept for future scrutiny by the Directors and other relevant persons.

• 12. Sub-committee

  • The Company appointed the following sub-committee:

    • The Audit Committee to supervise the management with the following roles and responsibilities
      • To ensure that the Company had the correct and sufficient financial reports.
      • To ensure that the Company had an appropriate and effective Internal Control and Internal Audit systems.
      • To ensure that the Company follows the rules and regulation of the Securities and Exchange Act or other laws relevant to the Company’s businesses.
      • To consider, select and propose the appointment and the remuneration of the authorized auditor.
      • To consider the correct and completeness in the disclosure of the Company’s information in case of transactions that might be related or transactions that might had conflict of interest.
      • To prepare the Audit Report by include it in the Company’s Annual Report, which must be signed by the Chairman of the Audit Committee.
      • Other activities assigned by the Board of Directors and approved by the Audit Committee.
    • Selection and Remuneration Committee to consider qualified person/s to propose to the shareholders for the position in the Board of Directors. To consider and propose remunerations and benefits of the Company’s Directors, the Audit Directors, the Selection and Remuneration Directors and the Risk Management Directors to the shareholders meeting for approval according to the Company’s policy and to set the said remunerations and benefits.
    • Risk Management Committee to set policy framework and guidelines and to advise the Board of Directors regarding risk management by the Risk Management Committee.

• 13. Leadership and Vision

  • Internal Control and Internal Audit Systems
    The Company hired an external company to set up an effective internal control system for both management and operational levels by establishing clearly written roles of the management and operational personnel. There was a supervision system to maximise the utilisation of the Company’s assets. The roles of the operational personnel and the internal control personnel had been clearly separated so there was an appropriate check-and-balance system. The Internal Control and Audit Department had also established a 3-year (2007-2009) internal audit plan to use as a guide in evaluating the internal control system.

    The Company had also developed the internal control system for 5 sections, namely corporate and environment, risk management, operational control of the management, information and communication system and follow-up system in order to control and protect the Company’s assets from unauthorized use by the management. The Company also developed an internal audit system to act as an independent mechanism in follow-up and evaluating the internal control system.

    Risk Management
    The Company had established a risk management policy to lessen the damage that might arise and to assure a sustainable business. The Board of Directors had set up a Risk Management Committee to establish the risk management frame work and policy and set a Risk Management Department to develop an effective risk management system.

• 14. Policy for Whistleblowing, Complaint and Protection of Informants

  • 1. The Objective
    Major Development Public Company Limited (the “Company”) adhering to business operations with honesty, transparency, morality and in accordance with good corporate governance principles.

    The Company provides a channel for whistleblowing or complaints in case of doubt in unethical business practices, illegal acts, the abuses include behaviors that take the hint to corruption, unequal practices, violation of company’s rules and regulations. To improve or continue to be accurate, appropriate, transparent and fair.

    2. Notification method of whistleblowing or complaints
    The Company has provided reporting channel by informing name, address, contact number of the informants including the offender name and violation incident that are reliable and evidence (if any) through the following channels:
    (1) By mail, attention to:
    Chairman of the Audit Committee and Head of Internal Audit and Control Department,
    Major Development Public Company Limited
    141 Soi Sukhumvit 63 (Ekamai), Sukhumvit Road, Klongton Nue Sub-district, Wattana District, Bangkok 10110
    

    (2) Email to:
    Chairman of the Audit Committee and Head of Internal Audit and Control Department,
    Email addresses: whistleblow@mjd.co.th
    

    (3) Company website: https://www.mjd.co.th

    3. Process for receiving complaints
    When the Company receives complaints, then, the Company will continue to gather information, verify and define the action measures to mitigate the damage to those affected, with regard to the overall sufferings. The Company will set up a committee to consider the complaints. Such committee will comprise of Head of Internal Audit and Control Department, Head of Compliance Department, Head of Human Resources and Head of Department of the accused person and/or the appointed Committee, who will report directly to the Chairman of Audit Committee consider. Thereafter, those who are responsible for such matters, will proceed monitoring and reporting the result to the recipient / informants and complainant respectively, as the case may be.

    4. Investigation and penalties
    After investigation, the information or evidence that is reasonable, if it is believed that the accused person has engaged illegal acts. The Company will give the right to the accused to be informed of the allegations and prove themselves by seeking additional information or evidence to show that they are not involved in the alleged offense. The Investigation Committee will consider and made their opinion for the Chairman of Audit Committee to consider which would take as final.
    If the accused person commits corruption, illegal acts, breaches rules and regulations, or the Company’s code of ethics, the accused person must be considered disciplinary action according to the Company’s regulations and if the action is against the law offenders, the accused person must be punished both legally and disciplinary penalties as regards with the Company’s regulations.

    5. Protective measures for informants / complainants
    In order to protect the rights of the informants / complainants or those who cooperate in the investigation. The Company shall not reveal the name, surname, address, photo or any other information of the informants / complainants or a person who cooperates in the investigation including measures to protect them in the event that they may be unsafe or may suffer from such action.
    By keeping the information of the informants / complainants or those who cooperate in the investigation is confidential. Only those who are responsible for checking the complaint will be able to access information. The Company will not do any unfair treatment to the whistleblower or complainant, no matter change of position, change of job description, change of workplace, suspended from job, intimidate, interfere with operation, lay off or any other unfair treatment to the whistleblower or complainant. The Company shall mitigate the damage to those affected with the fair and proper procedure.

    6. False whistleblowing or complaints
    When the Company finds, with evidence, any whistleblowing or complaints, wordings or information that it was done with bad faith, false intent and intended to cause damage. The Company found that it is an employee of the Company who has done these, they will be disciplined according to the Company’s regulations. However, if a third party causes the Company to be damaged, the Company will consider legal proceedings against that third party as well.

• 15. Board of Directors Report

  • The Board of Directors set up the Audit Committee to supervise the preparation and dissemination process of the financial report, internal control and audit system etc. The Audit Committee also considered the appropriateness and sufficiency of the internal control system, the preparation of financial statements according to accounting principles and other best practices to propose to the Board of Directors and the Shareholders Meeting for approval. The Company also prepared the Audit Committee report to be included with the financial report in the Company’s Annual Report.

• 16. Investor Relations

  • The Executive Board sees the importance of disclosing accurate, reliable, complete, and timely Company’s information in terms of the financial report, general information and other significant information in that investors concern. The above information has been distributed through means of news of the Stock Exchange of Thailand and the Company’s website to inform investors and relevant persons. Furthermore, the Company has also set up Investor Relations Department to take care of the Company’s information and news services for investors.